The £100M Master Plan
A reconciled financial, tax and execution model to take the GM Dental Network from a founder-led group to a ~£100M platform with a maximised, tax-efficient exit by 2033. Switch the scenario below — every number on the page recalculates.
01 · The Number Base case
🎯 Two goals, reconciled
⚙️ The mechanism
Roll up practices at 4–6× EBITDA, feed full-arch cases into high-margin hubs, bolt on recurring lab + academy + SaaS income, then re-rate the whole platform to ~10–12× at exit. That multiple arbitrage — not just organic growth — is where the wealth is created.
🏛 The unlock
A clean HoldCo / OpCo structure done now, while value is low — enabling SSE, multiplied BADR across family, EMI for clinicians, SSAS-held freeholds, and early equity gifting outside your estate.
02 · Where You Are Today 2026 baseline
Your seven assets are not one business — they are a platform with six monetisable revenue engines plus an in-house agency. That mix is exactly what lets a dental group command a software-and-services multiple rather than a practice multiple.
💪 Leverage these
- A proven full-arch brand (FTS) already packaged to franchise
- Vertical integration — you own the lab
- An academy that doubles as a clinician talent pipeline
- A live marketing + CRM + SEO/GEO operating system
🚧 Fix to scale
- Founder-dependent clinically & commercially (you place the implants, you close the sales)
- Only ~3.5 of 7 engines truly earn today — SaaS is pre-PMF, agency is captive
- Every dashboard holds targets, not actuals — uninstrumented numbers are the #1 diligence killer
- No HoldCo / group structure yet (exit + tax risk)
📌 The honest starting point
The model uses your real ~£10.8M combined 2026 turnover at a ~17% margin (~£1.86M EBITDA/profit) — straight from your tracker. Margin then climbs to ~30% by 2033 as the high-margin lab, full-arch, academy and software scale. Replace this with your Xero/QuickBooks actuals first — and the single biggest valuation lever is reducing dependence on you.
03 · The £100M Revenue Bridge
Turnover by engine, every year to 2033. Acquisitions and new full-arch hubs do the heavy lifting; recurring engines (membership, SaaS, academy) grow the quality of the revenue.
Turnover by engine (£M)
Scenario factor scales the growth above the 2026 base. Engine mix and margins drive the EBITDA in §04. Membership is included in the Clinical practices; the Lab now captures ~35% of every full-arch case.
Value the business — EBITDA margin × multiple
Dial the blended EBITDA margin and the exit multiple to value the group off its 2033 turnover.
04 · EBITDA, Margin & Profit
Profit is what gets valued. Blended margin climbs from ~17% to ~30% as the high-margin lab (capturing 35% of every full-arch case), full-arch, academy and SaaS grow and central overhead leverages across a bigger base.
Group EBITDA & margin
Margin-expansion levers
Engine EBITDA build (£M, selected scenario)
Exit-year group P&L (the path from turnover to retained profit)
Reading the P&L
EBITDA is the headline buyers pay a multiple on. Below it: depreciation on your fit-outs/equipment, interest on acquisition debt, then corporation tax at 25%. The gap between EBITDA and retained profit is exactly what the tax architecture in §08 is built to shrink — chiefly via full expensing of capex and group relief on acquired losses.
05 · The Six Growth Engines
Each engine has a distinct job: volume, margin, recurrence, or multiple-uplift. The art is sequencing them.
06 · The Buy-and-Build Engine
The fastest, most capital-efficient route to scale — and the source of the multiple arbitrage. You buy earnings cheaply, improve them, and sell them inside a re-rated platform.
The arbitrage, in one line
Buy a £200k-EBITDA practice at 5× = £1.0M. Integrate it, cross-refer its implant cases to your hub, lift it to £260k EBITDA. At a platform exit multiple of 10× that same practice is now worth £2.6M. You created £1.6M of value on a £1.0M cheque — before any organic growth.
Target profile
- Private-leaning, implant/cosmetic-capable
- Clustered near existing sites & full-arch hubs
- Retiring principal willing to roll equity & stay 12–24 mo
- £600k–£2.5M turnover, clean CQC record
- Bought at 4–6× (vs your 10×+ platform multiple)
Acquisition pace & capital deployed
07 · Corporate Structure do this first
The structure you build into determines the tax you pay on the way up and at exit. Insert the HoldCo now, by share-for-share exchange, while the shares are worth little — not at exit when it triggers tax and spooks buyers.
Why a HoldCo
SSE (Substantial Shareholding Exemption) can make a sale of a trading subsidiary's shares exempt from corporation tax — vital flexibility for carve-out exits. It also ring-fences risk between brands.
Why separate the IP
SaaS, franchise and academy IP in their own subsidiaries can be sold — or valued — on a software multiple, not a dental one, and protected from clinical liability.
Why now
Share-for-share + HMRC clearance (s.138 / s.701) is clean and tax-neutral while value is low. Done at exit it is costly and a diligence red flag.
08 · Tax Architecture — Reduce the Bill, Legally
Two jobs: minimise corporation tax while building, and minimise CGT/IHT at and after exit. Every lever below is legitimate UK planning — the value is in doing them early and in the right order.
Build-phase: shrink the annual tax bill
🏦 Profit extraction (pre-exit)
- Pension first: employer contributions to a SSAS (up to £60k/yr each, carry-forward available) — corporation-tax deductible, no NIC, grows tax-free.
- Retain & compound: leave profit in the group to fund acquisitions — you defer 39.35% dividend tax and grow a bigger BADR-relieved capital sum.
- Salary to basic + dividends: balance against the 45% / 39.35% bands.
- Family shares / alphabet shares: spread income within the settlements rules.
🧾 VAT — the dental trap
Clinical treatment is VAT-exempt, so you can't reclaim input VAT on exempt-side costs — a real cost on a multi-million fit-out programme. But academy, SaaS, franchise and agency income is standard-rated (20%), so those entities can recover input VAT.
🏠 SSAS & property
Hold surgery freeholds in a SSAS: OpCos pay market rent (deductible), rent + capital growth accrue tax-free inside the pension, and the property sits outside your estate for IHT. A SSAS loanback (≤50% of fund) can even help fund the business. On £8–15M of property over the period this is a seven-figure tax-efficient wealth pool separate from the trading exit.
👪 IHT & early gifting highest leverage
The single biggest estate move is gifting equity to family / into trust now, while shares are worth little — all future growth then accrues outside your estate. Note the 6 Apr 2026 BPR cap (100% relief only on the first £1M, 50% above), which makes acting early more important. Post-exit, a Family Investment Company holds the wealth tax-efficiently for the next generation.
09 · The Exit & The Exit-Tax Waterfall
What you actually keep. The waterfall runs from enterprise value down to cash-in-your-pocket after debt, minorities and tax — for the selected scenario.
Exit waterfall (£M)
Exit-route comparison
How small can the exit tax go? — the minimisation ladder
On the midline £100M exit you sell for ~£84.6M of personal proceeds and, doing nothing clever, pay ~£20.1M CGT (~24%). These levers — stacked — take the effective rate from ~24% toward ~10–15% on a clean-cash exit, or as low as ~0% if you go full-EOT and accept the trade-offs.
Strategy A — Clean-cash optimised
Full PE/trade cash sale. Stack: early family/trust gifting + multiplied BADR + EMI for managers + earn-out-as-securities + SSAS property stripped out. Effective tax ~12–16%. Keeps the clean break and the cheque.
Strategy B — Hybrid EOT + PE recommended
Sell a 30–40% tranche to an EOT (0% CGT) and the rest to PE/trade for cash. Blends a tax-free slice with a real cash exit and partial liquidity. Effective tax ~6–10% blended.
Strategy C — Full EOT
Sell the controlling stake to an Employee Ownership Trust — the entire gain is tax-free. But: price set by independent valuation, paid as deferred consideration from future profit (you become a creditor), and you cede control. Tax-optimal, different risk profile.
10 · Capital & Funding
How to fund the roll-up without giving away control too early. The order matters: exhaust cheap capital (cash, asset finance, debt) before selling equity, and only take PE when its multiple-uplift outweighs the dilution.
1 · Self-fund & asset finance
Retained profit + equipment finance for the first hubs and 2–3 bolt-ons. Keeps 100% equity. Proves the integration playbook.
2 · Acquisition debt
Specialist healthcare lenders fund roll-ups at leverage on EBITDA. Cheapest growth capital; interest is deductible. Watch covenants.
3 · Private equity (optional, later)
Rocket fuel + an instant multiple re-rate — but dilution, control, and a clock. Take a minority growth round to keep your "second bite", not a control sale, unless the price is exceptional.
11 · Valuation — Driving 8× → 12×+
Same EBITDA, very different cheque depending on the multiple. The multiple is earned by de-risking the business — and by the revenue mix.
What moves the multiple
The mix premium
A pure practice group exits at ~7–9×. Bolt on recurring membership + software + academy IP and a branded full-arch franchise, and a buyer underwrites a 10–13× blended multiple — because part of your profit looks like SaaS, not dentistry.
Sum-of-the-parts: how Elevate Dental OS lets the rest grow less
Software isn't valued like dentistry. Value Elevate Dental OS (the SaaS + Fixed-Teeth platform) on its recurring revenue (ARR) at a SaaS multiple, and it contributes far more enterprise value per £ than the clinical engines — so the rest of the group has to grow less to reach the £100M exit. Move the two levers:
12 · Year-by-Year — What Needs Doing
The whole plan on one timeline: the strategic move, the number to hit, the capital event, and the tax/structure action — every year from now to exit. Pass each gate before pushing the next.
13 · Risk & The Honest Odds
A plan you can trust is one that names what could break it. Here is the red-team view — and the probability-weighted reality.
14 · Founder OS & The Team You Must Build
A £100M platform is not run by a dentist who also does deals. Your job evolves from operator to capital allocator — and the buyer pays more precisely because the business runs without you.
Your role evolution
Hire in this order
15 · The Next 100 Days
Foundations beat heroics. Do these now, in roughly this order — the first one unlocks everything else.
16 · The KPI Scorecard
What to put on the wall. If these move, the valuation moves.